KILICO VARIABLE ANNUITY SEPARATE ACCOUNT
497, 1996-01-31
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              SUPPLEMENT DATED FEBRUARY 1, 1996 TO
                PROSPECTUS DATED MAY 1, 1995 FOR
            INDIVIDUAL AND GROUP VARIABLE AND MARKET
           VALUE ADJUSTED DEFERRED ANNUITY CONTRACTS
                                
                        KEMPER PASSPORT
                           Issued By
            KEMPER INVESTORS LIFE INSURANCE COMPANY

     Effective February 1, 1996, Kemper Investors Life Insurance Company
has revised or endorsed the Contracts to provide for:  1) waiver of the
Records Maintenance Charge for Certificates with a Certificate Value
exceeding $50,000;  2) withdrawal of an amount up to 15% of the Certificate
Value each year without assessment of a withdrawal charge; and  3) waiver
of the withdrawal charge pursuant to a nursing  care waiver endorsement. 
These changes are described below with references to those parts of the
Prospectus that are modified by this Supplement.

Records Maintenance Charge

     The first paragraph under "B.  Records Maintenance Charge" appearing
on page 17 of the Prospectus is revised by adding the following to the end
thereof:

       "The Records Maintenance Charge will be waived for
       Certificates with a Certificate Value exceeding $50,000 on
       the date of assessment."  
       
        Withdrawal Charge

     The third paragraph appearing on page 3 of the Prospectus and the
second paragraph appearing under "C.  Withdrawal Charge" on page 17 of the
Prospectus are revised to read as follows:

       "An Owner may withdraw up to 15% of the Certificate Value
       in any Certificate Year without assessment of a Withdrawal
       Charge.  If the Owner withdraws an amount in excess of 15%
       of the Certificate Value in any Certificate Year, the
       amount withdrawn in excess of 15% is subject to a
       Withdrawal Charge."
       
          The following new paragraph is added under "C.  Withdrawal Charge"
appearing on page 17 of the Prospectus:
     
       "Subject to state approval, a nursing care or
       hospitalization waiver endorsement will be issued under
       the Certificate.  The endorsement provides that subject to
       certain exceptions withdrawal charges will not be assessed
       on withdrawals:
       
          1.   after an Owner has been confined in a hospital
                         or skilled health care facility for at least
                         thirty days and the Owner remains confined at
                         the time of the request; or
          
           2.  within thirty days following an Owner's
                         discharge from a hospital or skilled health
                         care facility after a confinement of at least
                         thirty days.
          
       Restrictions and provisions related to the nursing care or
       hospitalization waiver are more fully described in the
       endorsement."
       

PAS-01S (2/96)                                                    
  10 M  (2/96)




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